Exhibit 99.3
  WebMD
    Health Corp.
  Amended
    and Restated Compensation Committee Charter
    Effective as of October 29, 2010
    A. Purpose
  1.
    General. The Compensation Committee (the
    Committee) has been established by the Board of
    Directors (the Board) of WebMD Health Corp. (the
    Corporation) to determine the compensation
    arrangements of the executive officers of the Corporation, to
    assist the Board in providing oversight of the compensation
    programs applicable to other employees of the Corporation and to
    provide assistance and recommendations to the Board with respect
    to various other aspects of the Corporations compensation
    policies and practices and related matters.2.
    Equity Compensation Plans. The Committee has the
    authority under the Corporations existing equity
    compensation plans (and shall have the authority under any
    future equity compensation plans that so provide) to make awards
    in any form permitted under the respective plans. All option
    grants and other stock-based awards to executive officers or
    Board members shall require Committee approval.  B. Composition
  1.
    Members. The Committee shall consist of as many
    members as the Board shall determine, but in any event not fewer
    than three members. Members of the Committee shall be appointed
    by the Board in accordance with the By-laws of the Corporation.
    Committee members shall serve until the earliest of their
    resignation or their replacement or removal by the Board in
    accordance with this Charter and the By-laws of the Corporation.2.
    Qualifications. Each member of the Committee shall,
    in the judgment of the Board, meet the following requirements
    (the Independence Requirements):  §
    all independence requirements, under applicable laws, rules and
    regulations, for members of compensation committees of companies
    listed for quotation on the NASDAQ Global Market;§
    all applicable independence requirements of The NASDAQ Stock
    Market for members of compensation committees of companies
    listed for quotation on the NASDAQ Global Market; and§
    being free from any relationship that, in the opinion of the
    Board, would interfere with the exercise of independent judgment
    as a member of the Committee.    §
    being non-employee directors (within the meaning of
    Rule 16b-3
    promulgated under the Securities Exchange Act of 1934, as
    amended); and§
    being outside directors (within the meaning of
    Section 162(m) of the Internal Revenue Code of 1986, as
    amended, and the regulations thereunder)
    (Section 162(m)).




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3.
    Chairperson. A Chairperson of the Committee shall be
    appointed by the Board or by the Committee. If the Board does
    not do so, the Committee members shall elect a Chairperson by
    vote of a majority of the full Committee.4.
    Removal and Replacement. The members of the
    Committee may be removed or replaced, and any vacancies on the
    Committee shall be filled, by the Board in accordance with the
    By-laws of the Corporation.  C. Operations
  1.
    Meetings. The Committee shall determine the schedule
    and frequency of the Committee meetings, provided that the
    Committee shall meet at least twice per year. Minutes of these
    meetings shall be kept and filed with the Secretary of the
    Corporation.2.
    Agenda; Reports. The Committee shall determine the
    agenda for its meetings. The Committee may invite other Board
    members, members of management and others to attend meetings and
    provide pertinent information and reports, as it deems
    necessary; provided, however, that the Chief Executive Officer
    of the Corporation may not be present during voting or
    deliberations with respect to his or her own compensation
    arrangements. Nothing in this Charter shall be construed to
    restrict the reliance by any member of the Committee, to the
    full extent permitted by law, on information, opinions, reports
    or statements presented to the Committee by any of the
    Corporations officers or employees, or other committees of
    the Board, or by any other person selected with reasonable care
    by or on behalf of the Corporation or the Committee as to
    matters the Committee member reasonably believes are within such
    other persons professional or expert competence.3.
    Report to Board. The Committee shall report its
    actions and recommendations to the Board at the next Board
    meeting after each Committee meeting or, if so determined by the
    Committee, by distribution to the members of the Board of the
    minutes of a meeting, a unanimous written consent or other
    relevant documents.  D. Authority
    and Responsibilities Delegated to the Committee
  1.
    The Committee shall review and approve compensation arrangements
    for the Corporations Chief Executive Officer and other
    executive officers and shall have the sole authority to make any
    determinations and take any actions it determines to be
    necessary or appropriate in administering any such compensation
    arrangements.2.
    The Committee shall provide general oversight with respect to
    compensation policies relating to the Corporations other
    officers and employees and make recommendations to the Board for
    any changes to such policies that the Committee determines to be
    necessary or appropriate.3.
    The Committee shall review and approve compensation arrangements
    for non-employee directors in their capacity as directors and
    members of the standing committees of the Board. The Committee
    shall review and approve compensation arrangements for any
    non-employee directors who provide services to the Corporation
    other than in their capacity as directors.4.
    The Committee shall evaluate the Chief Executive Officers
    performance in light of the Corporations goals and
    objectives and have the sole authority to determine and approve
    the compensation level of the Companys Chief Executive
    Officer based on this evaluation.5.
    The Committee shall assist the Board and the
    Nominating & Governance Committee of the Board in
    overseeing the development of executive succession plans.6.
    The Committee shall administer the Corporations equity
    compensation plans and such other compensation plans as the
    Board may determine (the Plans) in accordance with
    their terms, shall  Amended and Restated Compensation Committee
    Charter  
    Effective as of October 29, 2010
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construe all terms, provisions, conditions and limitations of
    the Plans and shall make factual determinations required for the
    administration of the Plans.  7.
    The Committee shall have, to full extent permitted by applicable
    law, the Certification of Incorporation of the Corporation, the
    By-laws of the Corporation and the listing standards of The
    NASDAQ Stock Market applicable to the Corporation, all of the
    power and authority of the Board with respect to the adoption
    and amendment of Plans.8.
    The Committee shall review the Plans from time to time, as it
    deems appropriate, and may recommend to the Board any changes in
    such Plans that the Committee determines to be necessary or
    appropriate or, to the full extent permitted by Paragraph 7
    of this Section D, use the authority delegated to the
    Committee by the Board to approve any such changes it determines
    to be necessary or appropriate.9.
    The Committee shall oversee the Corporations policies on
    structuring compensation for executive officers to preserve tax
    deductibility and, as and when required, establish and certify
    the attainment of performance goals pursuant to Section 162(m).10.
    The Committee shall assess the adequacy of this Charter and the
    procedures developed by the Committee to implement this Charter
    on at least an annual basis and shall submit any proposed
    amendments to this Charter that the Committee recommends be made
    to the Board for its approval.11.
    The Committee shall oversee disclosure, pursuant to the
    applicable rules of the Securities and Exchange Commission (the
    SEC), of compensation matters relating to the
    Corporation, including by: (a) reviewing and discussing
    with the Corporations management the Compensation
    Discussion and Analysis (CD&A) to be included in the
    Corporations annual proxy statement and Annual Report on
    Form 10-K
    (whether directly or by incorporation by reference) and
    determining whether to recommend to the Board that the CD&A
    be included in those filings with the SEC; and
    (b) providing a Compensation Committee Report, for
    inclusion in those filings, that complies with the rules and
    regulations applicable to those filings.12.
    The Committee shall oversee the evaluation and management of
    risks arising from the Companys compensation plans and
    practices and, in connection with fulfilling its duties under
    this Charter, shall consider potential opportunities for
    mitigation of those risks. In addition, the Committee shall
    oversee disclosure, pursuant to the applicable rules of the SEC,
    of such risks and efforts to mitigate such risks.      Amended and Restated Compensation Committee
    Charter  
    Effective as of October 29, 2010
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Amended and Restated Compensation Committee
    Charter  
    Effective as of October 29, 2010
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